STATEMENT OF FACTS AND REPRESENTATIONS Sample Clauses

STATEMENT OF FACTS AND REPRESENTATIONS. This Statement of Facts and Representations is made as of July 6, 2006 on behalf of Alabama National BanCorporation (“Alabama National”) to Xxxxxxx, Xxxxxx & Xxxx, P.C., and is intended to be relied upon in the issuance of an opinion as to certain federal income tax consequences arising from consummation of the transactions described in the Agreement and Plan of Merger dated May 24, 2006 (the “Agreement”), by and between The PB Financial Services Corporation (“PBF”) and Alabama National. Capitalized terms not otherwise used and defined herein shall have the meaning assigned to them in the opinion of Xxxxxxx, Xxxxxx & Xxxx, P.C. dated July 12, 2006 to Alabama National and PBF or in the Agreement, as the case may be.
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STATEMENT OF FACTS AND REPRESENTATIONS. This Statement of Facts and Representations is made as of December , 2003 on behalf of Alabama National BanCorporation (“Alabama National”) to Xxxxxxx, Xxxxxx & Xxxx, P.C., and is intended to be relied upon in the issuance of an opinion as to certain federal income tax consequences arising from consummation of the transactions described in the Agreement and Plan of Merger dated October 14, 2003 (the “Agreement”), by and between Cypress Bankshares, Inc. (“Cypress Bankshares”) and Alabama National. Capitalized terms not otherwise used and defined herein shall have the meaning assigned to them in the opinion of Xxxxxxx, Xxxxxx & Xxxx, P.C. dated December , 2003, to Alabama National and Cypress Bankshares or in the Agreement, as the case may be.
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STATEMENT OF FACTS AND REPRESENTATIONS. This Statement of Facts and Representations is made as of , 2003 on behalf of Alabama National BanCorporation (“ANB”) to Mxxxxxx, Cxxxxx & Gxxx, P.C., and is intended to be relied upon in the issuance of an opinion as to certain federal income tax consequences arising from consummation of the transactions described in the Agreement and Plan of Merger dated January 28, 2003 (the “Agreement”), by and between Millennium Bank (“MLB”) and ANB. Capitalized terms not otherwise used and defined herein shall have the meaning assigned to them in the opinion of Mxxxxxx, Cxxxxx & Gxxx, P.C. dated , 2003, to ANB and MLB or in the Agreement, as the case may be.
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STATEMENT OF FACTS AND REPRESENTATIONS. This Statement of Facts and Representations is made as of December 19, 2003 on behalf of Alabama National BanCorporation (“Alabama National”) to Xxxxxxx, Xxxxxx & Xxxx, P.C., and is intended to be relied upon in the issuance of an opinion as to certain federal income tax consequences arising from consummation of the transactions described in the Agreement and Plan of Merger dated October 22, 2003 (the “Agreement”), by and between Indian River Banking Company (“Indian River”) and Alabama National. Capitalized terms not otherwise used and defined herein shall have the meaning assigned to them in the opinion of Xxxxxxx, Xxxxxx & Xxxx, P.C. dated December , 2003, to Alabama National and Indian River or in the Agreement, as the case may be.
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Related to STATEMENT OF FACTS AND REPRESENTATIONS

  • Untrue Representations Each Party shall promptly notify the other Party in writing if such notifying Party becomes aware of any fact or condition that makes untrue, or shows to have been untrue, any schedule or any other information furnished to the other Party or any representation or warranty made in or pursuant to this Agreement or that results in the notifying Party’s failure to comply with any covenant, condition or agreement contained in this Agreement.

  • Joint Representations Each party represents and warrants, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that:

  • Company Representations The Company represents and warrants to the Purchaser that:

  • Certain Representations and Warranties Each of the parties hereto represents and warrants to the other that, as of the date hereof; this Agreement has been duly and validly authorized by all necessary action (corporate, limited liability company or otherwise) on the part of such party, has been duly executed and delivered by such party and constitutes the valid and legally binding obligation of such party, enforceable against such party in accordance with its terms and conditions.

  • Truth of Representations and Warranties The representations and warranties made by the Purchaser in this Agreement or given on its behalf hereunder shall be substantially accurate in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made or given on and as of the Closing Date.

  • THE PARTIES; REPRESENTATIONS AND WARRANTIES All references in this Agreement to the “Fund” are to each of the management investment companies listed on Appendix A, and each management investment company made subject to this Agreement in accordance with Section 20.6 above, individually, as if this Agreement were between the individual Fund and the Custodian. In the case of a series organization, all references in this Agreement to the “Portfolio” are to the individual series of the series organization on behalf of the individual series. Any reference in this Agreement to “the parties” shall mean the Custodian and such other individual Fund as to which the matter pertains.

  • Survival of Agreements, Representations and Warranties All agreements, representations and warranties contained herein or made in writing by or on behalf of the Company or the Subscriber, as the case may be, in connection with the transactions contemplated by this Agreement shall survive the execution and delivery of this Agreement and the sale and purchase of the Shares and payment therefor.

  • Restatement of Representations and Warranties The Borrower hereby restates and renews each and every representation and warranty heretofore made by it in the Credit Agreement and the other Loan Documents as fully as if made on the date hereof, except to the extent that any representation or warranty related to an earlier specified date, and with specific reference to this Amendment and all other loan documents executed and/or delivered in connection herewith.

  • Certain Representations Borrower represents and warrants that, as of the Effective Date: (a) Borrower has full power and authority to execute the Modification Papers to which it is a party and such Modification Papers constitute the legal, valid and binding obligation of Borrower enforceable in accordance with their terms, except as enforceability may be limited by general principles of equity and applicable bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting the enforcement of creditors’ rights generally; (b) no authorization, approval, consent or other action by, notice to, or filing with, any Governmental Authority or other Person is required for the execution, delivery and performance by Borrower thereof; and (c) no Default has occurred and is continuing or will result from the consummation of the transactions contemplated by this Amendment. In addition, Borrower represents that after giving effect to the Modification Papers, all representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects (provided that any such representations or warranties that are, by their terms, already qualified by reference to materiality shall be true and correct without regard to such additional materiality qualification) on and as of the Effective Date as if made on and as of such date except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty is true and correct in all material respects (or true and correct without regard to such additional materiality qualification, as applicable) as of such earlier date.

  • Basic Representations Section 3(a) of the Agreement is hereby amended by the deletion of “and” at the end of Section 3(a)(iv); the substitution of a semicolon for the period at the end of Section 3(a)(v) and the addition of Sections 3(a)(vi), as follows:

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